2. Lease Supplement.

 Section 3 of Lease Supplement No. 1 is hereby amended by deleting the text
thereof and by substituting therefor the following:

 "3. The Term for the Delivered Aircraft shall commence on the Delivery
 Date and shall end on the Expiration Date, as hereinafter defined, or
 such later date as may result from exercise of the Lease Term Renewal
 Options." The Expiration Date shall be October 31, 2005 but shall be
 automatically extended on such date and on each of October 31, 2006,
 October 31, 2007, and October 31, 2008 to provide additional
 successive one (1) year Terms through and until a final extended
 Expiration Date of October 31, 2009 unless Lessor and Lessee shall
 mutually agree in writing that any such automatic extension shall not
 take place."

3. Ratification.

 Except as expressly provided herein, Lessee and Lessor acknowledge that
nothing contained in this Amendment is intended to discharge, amend or otherwise
modify their respective rights and/or obligations under the Lease. The Lease and
the Lease Supplement are hereby ratified and confirmed, as amended hereby, in
all respects.

4. Representations and Warranties of Lessee.

 Lessee represents and warrants to Lessor that:

 (a) Lessee is a corporation duly formed, validly existing, and in good
standing under the laws of the Republic of Panama;


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 (b) Lessee has full corporate power, authority and legal right to own its
property and to carry on its business as now being conducted and is duly
authorized to execute and deliver this Lease Extension and Amendment Agreement,
and to perform its obligations hereunder;